These General Terms and Conditions apply for all deliveries by Sordin AB and its subsidiaries. Specific provisions shall take precedence over these general terms and conditions.
The product or products which the Seller is to deliver is/are hereinafter referred to as the “Product” and the agreed price which is to be paid is hereinafter referred to as the “Agreed Price”. The relevant company within the Sordin Group of companies delivering the Product is hereinafter referred to as the “Seller”. The Seller shall be the only company responsible towards the buyer for any obligations under any order placed.
All intellectual property rights, know-how, trademarks and documentation related to the Product belongs to and remain with the Seller. The buyer shall not change, modify, reverse engineer or decompile the Seller’s Products or software. The Seller isn't required to provide the buyer with the source code or updates for any embedded software.
This also applies if the Product or software has been specifically developed or adapted for the buyer, unless otherwise agreed in writing.
Technical, commercial, and financial information, as well as any information labelled as confidential or which must by its very nature be deemed to be confidential, shared in writing or orally, shall be kept confidential. This information shall not, without written consent, be used for any purpose other than what it was provided for. It may not, without the written consent from the disclosing party, be disclosed to third parties.
Delivery shall be made pursuant to the agreed INCOTERM and delivery location (“Delivery Location”). Where no delivery terms have been agreed, delivery shall be made Ex Works pursuant to the INCOTERMS applicable at the time of execution of the agreement.
Delivery shall be made as agreed.
The Seller is entitled to postpone the performance of its obligations and is relieved from the consequences of nonperformance of its obligations under the agreement where such performance is prevented, rendered significantly more complicated, or costly due to a circumstance beyond the Seller’s control, and which the Seller neither could nor reasonably should have foreseen at the time of execution of the agreement. Such force majeure event can comprise, e.g., war or warlike situations, civil war, military mobilisation or military conscription of a similar scope, insurrection and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, break-down of means of transport, discontinuation of the supply of energy, strike, lock-out or other general or local industrial action (notwithstanding that the Seller itself is a party to the action), requisition, seizure, public authority order, trade restrictions, payment restrictions, or currency restrictions, or circumstance comparable therewith. Any delay in delivery on the part of any party assisting the Seller in the performance of the agreement which is caused by any such force majeure event shall also constitute grounds for discharge from liability.
In the event a force majeure event exists, the delivery time shall be extended for as long as is reasonable under the circumstances. The Seller shall be entitled to extend the delivery time notwithstanding that the reason for the delay arose after the end of the originally agreed delivery time.
If delivery is delayed, the buyer shall be entitled to cancel the delivery through notice of cancellation to the Seller. Prior to such notice of cancellation, the Seller shall be granted a grace period of not less than three weeks to deliver the Product. If the delivery is cancelled the buyer shall be entitled to reasonable compensation for direct costs incurred due to the delay.
Unless otherwise agreed, the buyer shall pay the entire Agreed Price against invoice not later than 30 days after date of the invoice.
The buyer shall be entitled to an extension of time for payment where the buyer is prevented from making payment due to a circumstance beyond the buyer’s control, and which the buyer neither could nor reasonably should have foreseen at the time of execution of the agreement.
Where the buyer’s payment is in arrears, the Seller shall be entitled to interest on arrears on the amount due as from the due date, at the interest rate which applies pursuant to the Swedish Penalty Interest Act.
The Seller shall be entitled to withhold its performance irrespective of the reason for the buyer’s failure to pay in due time.
The Seller may terminate the entire agreement where the buyer fails to make payment within three months of the due date or where it is clear that the buyer will not be able to pay. In the event of termination according to this section, the Seller shall be entitled to damages for all loss in addition to the interest on arrears.
The Seller is the owner of the Product until it has been paid in full. The Seller shall be entitled to repossess the Product in connection with a termination.
The buyer is obligated to accept delivery of the Product on the agreed date. Where the buyer fails to take receipt of the Product on the agreed date, the buyer shall nevertheless make payment as though delivery had taken place. The Seller shall ensure that the Product is stored at the buyer’s risk and expense. The Seller shall be entitled to terminate the agreement where the buyer’s delay in taking receipt of the Product is unreasonable.
The Product shall conform to the contract. According to the provisions of the contract and these terms and conditions, the Seller shall remedy any defect or nonconformity in the Product (hereinafter referred to as a defect) resulting from faulty design, materials, or workmanship. The Seller shall not be liable for defects arising from a design, materials, or production methods provided, stipulated, or specified by the buyer. The Seller shall not be liable for defects caused by circumstances that arise after the risk has passed to the buyer, such as defects due to faulty or incorrect installation, maintenance, or repair, or any alteration carried out by the buyer or by a third party on behalf of the buyer. The Seller shall also not be liable for normal wear and tear or deterioration.
The Seller shall only be liable for defects which existed at the time of the delivery, and which manifest themselves within the warranty period applicable to the Product, and an additional 6 months from the delivery date. The same liability period shall apply to parts which the Seller has replaced or repaired within one year from the original delivery date of the Product.
The buyer shall notify the Seller of any defect without unreasonable delay, however not later than within two weeks from the date on which the defect manifested itself, or the buyer should have discovered the defect. The notice of defect shall contain a description of the defect. The buyer’s untimely notice of the defect shall result in forfeiture of the right to assert any claims due to the defect.
The buyer shall compensate the Seller for any and all labour and costs where the buyer gives notice of a defect in a Product and it is subsequently proven that there was no defect for which the Seller was liable.
In the event of a defect, the Seller shall at its sole discretion repair or replace the defective Product within reasonable time. Unless otherwise agreed, the defective Product shall be shipped to the Supplier and the repaired or new one shipped to the same address where the original Product was delivered. The Seller will bear the costs associated with the repair or replacement, including shipping.
Where the Seller breaches its obligation to rectify a defect and fails to comply with the buyer’s request to rectify by a specific reasonable deadline, the buyer shall be entitled to claim damages for all direct loss, at a maximum of 20 % of the Agreed Price of the defective delivery.
Where the defect is not rectified and there is a material defect, the buyer shall be entitled to cancel the defective delivery/partial delivery. In the event of such cancellation, the buyer shall be entitled: (i) to a refund of any purchase price paid for the cancelled delivery; and (ii) to damages for all direct loss, not to exceed 20 % of the Agreed Price for the delivery of the Products to which the cancellation relates.
The Seller shall have no liability beyond that which follows from the preceding clauses and the buyer shall not be entitled to remedies due to the Seller’s breach of contract other than those which follow from the preceding clauses.
For avoidance of doubt, this limitation means that the Seller shall not be liable for any indirect damages whatsoever. This includes, but is not limited to, loss of profits, loss of business, loss of goodwill, or any other consequential or incidental damages arising out of or in connection with the agreement, regardless of whether such damages were foreseeable.
Notwithstanding any previous stipulations regarding liability in damages, the Seller shall not be liable for any third-party property damage or personal injury resulting from any defect in the Product. In the event the Seller incurs liability in damages to any third party due to property damage or personal injury, the buyer shall hold the Seller harmless.
The buyer shall maintain adequate liability insurance sufficient to cover any product liability claims arising out of or in connection with the Product.
These general terms and conditions shall be governed by the substantive law of Sweden.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”).
The seat of arbitration shall be Sweden.
The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
Notwithstanding the above, the Seller shall have the right to collect clear and due claims through customary collection measures.
